SME M&A INTERMEDIATION

MERGER AND ACQUISITIONS

The phrase mergers and acquisitions (abbreviated M&A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without necessarily having to create another business entity.

Growing and investing through acquisitions or mergers is still the most powerful strategy to enter in a foreign market consolidating results and profits obtained elsewhere, or financing the transaction through banks or shareholders capital, according to a specific business plan.

BUSINESS & PRICE VALUATION

The five most common ways to valuate a business are:

Assets valuation

Historical earnings valuation

Future maintainable earnings valuation

Relative valuation (comparable company & comparable transactions)

Discounted cash flow (DCF) valuation

HTLC valuates businesses generally not using just one of these methods, but a combination of some of them, as well as possibly others that are not mentioned above, in order to obtain a more accurate value. These values are determined for the most part by looking at a company's balance sheet and/or income statement and withdrawing the appropriate information, but also auditing sample documents and real status of the enterprise assets and liabilities, costs and incomes, internal organization, use of the information technology, management style, vision of the future and ability of business planning. The information in the balance sheet or income statement is obtained by one of three accounting measures: a Notice to Reader, a Review Engagement or an Audit.

Accurate business valuation is one of the most important aspects of M&A as valuations like these will have a major impact on the price that a business will be sold for. Most often this information is expressed in a Letter of Opinion of Value (LOV) when the business is being valuated for interest's sake. There are other, more detailed ways of expressing the value of a business.

These reports generally get more detailed and expensive, as the size of a company increases, however, this is not always the case as there are many complicated industries which require more attention to detail, regardless of size.

WHY M&A?

The dominant rationale used to explain M&A activity is that acquiring firms seek improved financial performance. The following motives are considered to improve financial performance:

Economy of scale: this refers to the fact that the combined company can often reduce its fixed costs by removing duplicate departments or operations or staff, lowering the costs of the company relative to the same revenue stream, thus increasing profit margins.

Increased revenue or market share: this assumes that the buyer will be absorbing a (sometimes major) competitor and thus increase its market power (by capturing increased market share) to set prices.

Cross-selling: for example, a bank buying a stock broker could then sell its banking products to the stock broker's customers, while the broker can sign up the bank's customers for brokerage accounts. Or, a manufacturer can acquire and sell complementary products.

Synergy: for example, managerial economies such as the increased opportunity of managerial specialization. Another example are purchasing economies due to increased order size and associated bulk-buying discounts.

Taxation: a profitable company can buy a loss maker to use the target's loss as their advantage by reducing their tax liability. In the United States and many other countries, rules are in place to limit the ability of profitable companies to "shop" for loss making companies, limiting the tax motive of an acquiring company.

Geographical or other diversification: this is designed to smooth the earnings results of a company, which over the long term smoothens the stock price of a company, giving conservative investors more confidence in investing in the company. However, this does not always deliver value to shareholders (see below).

Resource transfer: resources are unevenly distributed across firms and the interaction of target and acquiring firm resources can create value through either overcoming information asymmetry or by combining scarce resources.

Vertical integration: vertical integration occurs when an upstream and downstream firm merge (or one acquires the other). There are several reasons for this to occur. One reason is to internalize an externality problem. A common example is of such an externality is double marginalization. Double marginalization occurs when both the upstream and downstream firms have monopoly power, each firm reduces output from the competitive level to the monopoly level, creating two deadweight losses. By merging the vertically integrated firm can collect one deadweight loss by setting the upstream firm's output to the competitive level.

This increases profits and consumer surplus. A merger that creates a vertically integrated firm can increase consistently profitability chances. However, on average and across the most commonly studied variables, acquiring firms' financial performance does not positively change as a function of their acquisition activity.

Therefore, additional motives for merger and acquisition that may not add shareholder value includes:

Diversification: While this may hedge a company against a downturn in an individual industry it fails to deliver value, since it is possible for individual shareholders to achieve the same hedge by diversifying their portfolios at a much lower cost than those associated with a merger.

Manager's hubris: manager's overconfidence about expected synergies from M&A which results in overpayment for the target company.

Empire-building: Managers have larger companies to manage and hence more power.

Manager's compensation: In the past, certain executive management teams had their payout based on the total amount of profit of the company, instead of the profit per share, which would give the team a perverse incentive to buy companies to increase the total profit while decreasing the profit per share (which hurts the owners of the company, the shareholders); although some empirical studies show that compensation is linked to profitability rather than mere profits of the company.

THE M&A HTLC NETWORK PROCESS:

After the delivery, acceptance and signature of the HTLC brokerage/consulting mandate:

Due diligence audit and reportMemorandum of understanding/ draft for discussion/negotiationShareholders’ aside agreementsBusiness and break even point planOperation tutorship agreement

OUR M&A ASSISTANCE IS ALSO INCLUDING:

Planning of the possible annual Return on Investment (ROI)Planning of the possible Return at the Investment/Loan Period EndPossible administration of the insurance on the investment for the investment periodTreasury and internal audit on the investment for the investment periodPossible preparation of the profit sharing agreement with or without partecipation to possible loss